What is the main source of law authorising this entity form?

The Companies Act 2014 (CA 2014). The CA 2014 applies save to the extent that the Company's Constitution provides regulations otherwise (where permissible).

Give a brief summary of the entity form:

Does the entity possess separate legal personality?

An LTD has separate legal personality.

(Maximum) period of existence

An LTD has no maximum period of existence. It has perpetual succession until it is wound up or struck off the register.

Governing document(s)

An LTD is governed by a one (1) document constitution which sets out its governance regulations.

Liability of incorporators / shareholders

Members of an LTD have limited liability subject to the amount (if any) unpaid on the shares they hold if the company is wound up.

(Governing) bodies

The Board of Directors of an LTD are responsible for the day-to-day running of the LTD and their duties are based on both statutory duties pursuant to the CA 2014 and fiduciary duties founded in common law.

Other particularities

The Directors may establish one (1) or more committees consisting wholly or in part of members of the Board of Directors.

The Directors may establish one (1) or more committees consisting wholly or in part of members of the Board of Directors.

Can this type of entity be involved in international transactions and restructurings (e.g. cross border mergers, asset acquisitions and divestitures, equity acquisitions, conversions etc.)?

Subject to compliance with applicable law and in particular Competition Law, there is no prohibition on Irish LTD companies being involved in international asset acquisitions and similar transactions.

The European Communities (Cross-Border Mergers) Regulations 2008 (2008 Regulations) provide for Cross-Border Mergers between Irish limited liability companies and limited liability companies in other EEA Member States.

Can this type of entity be publicly listed or held, or its securities be issued to members of the public?

No, an LTD is not permitted to list any securities, debt, or equity.

Public Limited Companies (PLCs) are listed on the Irish Stock Exchange.

Can this type of entity be used for a non-profit or charitable organization?

A small number of Irish charities are established as private companies limited by shares; however this is not common.

Most charities or not-for-profit organisations are incorporated as Companies Limited by Guarantee (CLGs). Most charities are organised as a CLG, as a trust or as an unincorporated association. Charities can also be incorporated as a Designated Activity Company (DAC), although this is rare.

Give a brief summary of the process of incorporation, formation, or organization, including:

Main documents required

An LTD is incorporated by sending relevant documents and fees to the Companies Registration Office (CRO).

Involvement of notary, company register, governmental authorities

The following details/documents are required for incorporation:

• Form A1 (the CRO form for the incorporation of a company);
• Constitution of the Company (sets out the rules and regulations applicable to the Company);
• Company name;
• Proposed company type;
• Registered office address;
• Company email address;
• Details of the proposed directors and secretary (must have a minimum of one (1) EEA Resident director) (if only one (1) director, the secretary must be a different individual or can be a corporate body);
• Signature(s) of the subscriber(s) to the Constitution;
• Details of the proposed and issued share capital;
• Confirmation must also be provided: (i) of compliance with the Companies Act, 2014; (ii) that the company will carry on activity in Ireland; (iii) the type of activity to be carried out by the Company in Ireland; (iv) the place where such activity is proposed to take place; and (v) the place where the central administration of the company will take place.
• Payment of the appropriate fees (see below).

Timing (estimate)

It is strongly advised that companies acquire a Reserve Name Certificate (RNC) to reserve a specific name for the company. The name will be reserved for a period of 28-days, with the cost of an application to reserve being €25.00. In the event that an LTD chooses not to apply for a RNC and the name is too similar to the name of another company, the registrar will request it to be changed, therefore delaying the incorporation procedure.

Main costs, including registration and similar fees (excluding legal fees)

An LTD does not have to have an objects clause and has full and unlimited capacity to carry on and undertake any business or activity (save for illegal activities).

Incorporation will take approx. five (5) business days.

The fee for incorporation is €50.

Is a description of the anticipated business or purpose of the entity required for incorporation, formation or organization?

There are no annual registration fees, however, annual returns along with financial statements do have to be filed with the Companies Registration Office and the fee is €20. As a registered address in Ireland is required, additional costs will be incurred if the Company does not have a property in place.

Minimum number of incorporators / shareholders and residency requirements

The minimum number of shareholders is one (1). The maximum number of shareholders is 149.

There is no requirement for shareholders to be resident in Ireland.

Minimum number of directors (or other applicable officers) and residency requirements

An LTD must have at least one (1) director and a company secretary (if the LTD only has one director, that director cannot also be the company secretary).

A corporate body cannot be appointed as a director. A corporate body can be appointed as the company secretary.

All directors must be over the age of 18.

At least one (1) director must be resident in an EEA state or post a bond as noted below.

Where an LTD does not have a director resident in the EEA, the company must put in place a bond to the value of €25,000.

Minimum share capital, or equivalent, and payment requirements (including opening a bank account)

No required minimum share capital.

One (1) share must be issued on incorporation, a subscriber to the Constitution of the Company must hold at least one (1) share upon incorporation.

Shares can be issued at nominal value or at a premium.

An Irish company must have a bank account.

The CA 2014 requires companies to keep adequate accounting records, in order to record and explain transactions made by the company and to enable financial statements to be prepared for the company.

Is the physical presence of incorporators/directors/shareholders required in the jurisdiction for incorporation, formation, or organisation?

Signatories for incorporation do not need to be physically present. The incorporation form is submitted on an online portal and signatories are permitted to scan and upload the signature page.

Once the application form and corresponding signature pages are uploaded and submitted to the CRO, the constitution will be registered, and the company will be incorporated.

Upon execution of the forms by the subscribers, the physical presence of incorporators/directors is not required.

Is a tax identification number, or equivalent, required? If so, how is it obtained?

Yes. Private companies have to register with the Revenue Commissioners to discharge any tax obligations, such as corporation tax, Pay As You Earn (PAYE), and value added taxes (VAT).

A company can register by registering with the Revenue Commissioners.

What is the title of the applicable company registry?

Companies Registration Office (CRO).

What types of information must be filed at the (company) register, and which of them will it be publicly available, e.g.: Articles or other formation document, Articles or other formation document, Group structure, Share capital, Directors, Accounts, Insolvency, good-standing, liquidation, Liens and encumbrances on the shares, Liens and encumbrances on assets of the entity, Other (e.g. litigation, tax matters)

An Irish company is required to file its constitution with the CRO, and it will be publicly available.

Any charges against the LTD will have to be registered with the CRO and will be made publicly available.

Adequate accounting records must be kept, and annual returns filed with the CRO each year together with the statutory financial statements, a directors' report, a directors' compliance statement (if applicable) and an auditors' report (if applicable), which will be published by the CRO.

An LTD must also notify the CRO on a regular basis of any changes to the composition – e.g. amendments to the constitution, appointment/removal of directors, alteration of share capital etc. This information will be published by the CRO.

An LTD must file its beneficial ownership with the Register of Beneficial Ownership (“RBO”). The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations require corporate and legal entities that are incorporated in Ireland to upload adequate, accurate and current information on their beneficial owner(s) to the RBO, and in addition keep an internal register of beneficial ownership with their other statutory registers. The following information is required: Full name; date of birth; Personal Public Service (PPS) (Irish tax) number; nationality; residential address, and the nature and extent of the interest held by each beneficial owner in the company. The information filed by LTD’s is accessible to Designated Persons, which are (for example) the Revenue Commissioners; the Irish police; banks; accounting firms; solicitors’ firms etc. The Companies Registration Office is the statutory body responsible for the maintenance of the register. A “Beneficial owner” means any natural person(s) who ultimately owns or controls the company and/or the natural person(s) on whose behalf a transaction or activity is being conducted. A Beneficial owner includes the natural person(s) who ultimately owns or controls a legal entity through direct or indirect ownership of a sufficient percentage of the shares; or voting rights; or ownership interest in that entity; or through control via other means.

What is the title of the executive body and its members? What are their main duties, tasks and responsibilities?

The executive body of an LTD is the Board of Directors.

The directors are delegated the power to manage the LTD under s158 of the CA 2014. The directors manage the day-to-day business of the LTD subject to the CA 2014; the LTD's constitution and any directions given by the directors in general meetings (where the LTD's constitution allows this).

The directors must act in the best interests of the LTD and its shareholders and creditors.

Directors have fiduciary duties as set out under s228 of the CA 2014 and common law.

Every LTD must also have a company secretary who may be one (1) of the directors, but where the LTD has only one (1) director, that person may not also be the secretary. A corporate body can be a secretary but not a director.

How are the members of the executive body appointed, dismissed and replaced?

The first directors of an LTD are those persons determined in writing by the subscribers to the constitution (or a majority of them).

Save to the extent that the LTD's constitution provides otherwise, any subsequent directors (subject to their consent) must be appointed in accordance with s144 of the CA 2014 – i.e. by the shareholders in a general meeting, or from time to time, by the existing directors (until the next annual general meeting where they can then be re-elected) either to fill a casual vacancy or in addition to the existing directors.

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 inserted a new section 176A into the CA 2014 allowing for general meetings of the company to be held virtually.

The directors of an LTD may be removed by ordinary resolution of the LTD in a general meeting. At least 28 days' notice must be given of a resolution proposing to remove a director, unless the resolution is proposed by the director to be removed. The director must receive a copy of the notice. The director must have an opportunity to make representations at the meeting or in writing upon receipt of the notice, which must be provided to the shareholders.

An LTD must keep a register of its directors and secretaries and any changes must be notified to the Companies Registration Office.

Is it possible to appoint corporate directors or must all directors be natural persons?

A body corporate or an unincorporated body of persons may not be a director.

Is there a requirement to have non-executive directors? How are they appointed, dismissed and replaced? Do non-executive directors serve on a separate body (two-tier structure) or can a one-tier board (with executive and non-executives) be appointed, or is some alternate structure used?

There is no legal obligation on private companies including an LTD to have non-executive directors.

The distinction between executive and non-executive directors is one which has arisen in practice. The CA 2014 does not distinguish between executive and non-executive directors. Therefore, the obligations and responsibilities under statute apply equally to all directors (whether executive or non-executive). Non-executive directors are not involved in the day-to-day management of the LTD and are not employed in the business, or report to the CEO/Managing Director.

Non-executive directors have the same powers to manage the business of the LTD as executive directors and have the same legal duties and responsibilities to the LTD.

Non-executive directors are appointed and removed in the same way as executive directors.

The role of non-executive directors is confined to the boardroom, however, their input into the board decision making process is considered invaluable, due to their impartiality, objectivity, and independence. Their role includes contributions to the development of strategy and monitoring management performance and activity.

What is the title of the body of owners / shareholders / members, and what are the main tasks / responsibilities / powers of that body?

The shareholders of an LTD are the holders of shares in the LTD. The shareholders are the owners of the LTD.

Certain fundamental decisions are required to be made by the shareholders of the LTD as the owners of the LTD, such as: Amending the LTD's constitution, changing the LTD's name, re-registering the LTD as a different type of corporation, varying its share capital, and authorising the redemption of redeemable shares etc.

What are the majority and quorum requirements for decisions by the shareholders? Can they be varied or changed?

Two (2) shareholders of an LTD present in person or by proxy is a quorum, except where the LTD is a single member company or the constitution says otherwise.

Two (2) types of resolutions may be passed by a company's shareholders in a general meeting – ordinary resolutions and special resolutions.

An ordinary resolution is normally used for routine non-contentious business. An ordinary resolution is passed by a simple majority – i.e. 50.01% of the votes cast at the meeting.

A special resolution is used for fundamental issues concerning an LTD and its structure, such as amending the LTD's name or constitution, or approving a restricted activity (pursuant to the Summary Approval Procedure). A special resolution is passed by not less than 75% of the votes cast at the meeting.

A special resolution can also be passed by way of written resolution. It can also be passed at a meeting called at short notice, but in that case, it must be passed by 90% of the votes cast at the meeting.

The terms of any resolution (special or otherwise) before a general meeting may be amended by ordinary resolution moved at the meeting, provided that the terms of resolution will still be such that adequate notice of the intention to pass the same can be deemed to have been given. It is not possible to completely change a resolution or to introduce a new resolution until all the shareholders are present.

Any special governance regimes (e.g. depending on size, being listed at a stock exchange, or other criteria)?

The directors of large LTDs (with a balance sheet of over €25m, a turnover of over €50m and over 250 employees) are required to either establish an audit committee or else give their reasons for not doing so.

What are the periodic accounting obligations incumbent upon the entity? To whom must those accounts be submitted?

Adequate accounting records must be kept, and annual returns filed with the Companies Registration Office each year together with the statutory financial statements, a directors' report, a directors' compliance statement (if applicable) and an auditors' report (if applicable).

An LTD is required to deliver to the Registrar of Companies an annual return containing prescribed particulars in relation to the LTD.

The statutory financial statements of the LTD as laid before the general meeting; the directors' report; a directors' compliance statement (if applicable) and a statutory auditor's report on the financial statements must be attached to the annual return.

Is the entity permitted to determine its own financial year?

An LTD may (by notice in the prescribed form given to the Registrar of Companies) alter its current financial year end date or its previous financial year end date.

A change may not be made if this would result in the financial year being in excess of 18 months in duration.

Pursuant to section 288 of the CA 2014, a company may only change its financial year end date, once every 5 years, and can do so by filing a form B83 with the CRO.

Is the entity subject to any statutory (external) auditor obligations?

The directors must arrange for the statutory financial statements for the financial year to be audited unless the LTD is entitled to and has availed itself of an audit exemption.

Small LTDs are entitled to claim an audit exemption if they meet two of the following criteria: (a) a balance sheet total not exceeding €7.5 million; (b) a turnover not exceeding €15 million per annum; and (c) a number of employees not exceeding 50 persons. This exemption does not apply if the LTD holds a banking license, insurance license or is one of the financial services companies listed in sch. 5 of the CA 2014 (other than paragraphs 5 and 16).

Micro LTDs are exempt from the obligation to provide their statutory financial statements along with their annual return filing. They can, instead, attach their abridged financial statement. An LTD is considered a micro company where two (2) of the following three (3) conditions are met: (a) company's previous and current financial period turnover does not exceed €900,000; (b) the LTD's balance sheet does not exceed €450,000; and (3) the average number of employees does not exceed 10.

Dormant LTDs can also claim an exemption to having their financial statements audited. LTD’s that are a credit institution, insurance undertaking or referred to in the 5th schedule of the CA 2014 are not entitled to the dormant company audit exemption.

Requirements to appoint other persons (officers, secretary, internal auditor / accountants). If so, what are their functions? Are there any residency requirements?

The officers of an LTD are the directors, secretary, and auditors.

An LTD must have at least one director resident in the European Economic Area. There are no formal requirements to be an LTD secretary, but the directors should ensure that the person appointed as secretary has the skills and/ or resources necessary to carry out their duties.

The LTD's secretary has the duty to maintain records, and is the principal legal administrative and compliance officer within an LTD.

What is the title designated for 'ownership interests' (e.g. shares, quota, interests, membership)?

Shares in an LTD.

Are different classes of ownership interests possible? If so, what are some examples of different classes?

Different types of shares may include ordinary shares, preference shares, and redeemable shares.

A company can issue different classes of shares, with each class carrying different rights for the member holding each such class of share.

Usually, different classes of shares are distinguished by name – e.g. 'A Ordinary Shares' and 'B Ordinary Shares'.

The different classes of shares and the rights attaching to them must be included in the constitution of the LTD.

What documentation is required for the transfer of ownership interests?

Share transfer forms for the shares.

Updated share certificates.

Any necessary pre-emption waivers.

Are there any additional formal requirements required for the transfer of ownership (notary, approvals, stamping, filings, corporate records)?

Transfer forms must be approved for registration by the LTD.

The Board must satisfy itself that it has the absolute power to register the transfers without the necessity of any consent being given by any shareholder.

Share transfers must be presented for stamping with the Revenue Commissioners within 30 days of the transfer.

Filings with the CRO relating to the transfer.

Are there any applicable stamp duties imposed when transferring ownership interests?

Stamp duty is levied at the rate of 1% of the market value of the shares being acquired.

How are shares issued? (including information on payment obligations, registration requirements)

The subscriber will receive the shares following a resolution of the directors.

The subscriber will be given a share certificate evidencing the shares.

The LTD's secretary will enter the subscriber's name in the share register.

Further information on equity contributions, e.g., non-cash payments on shares, (share premium) contributions without issuances of shares, can partially paid shares/ownership interests be permitted and what are the restrictions on them?

A prospective shareholder may provide non-cash consideration (which can include good will and expertise) only if the board agrees. Otherwise he/she must pay for the shares in cash.

Shares may be issued at a premium. If this happens the excess amount of consideration above the nominal value of shares is held in a separate share premium account and is treated as share capital.

Any requirements with respect to share cancellation, share repurchase and other capital reductions

An LTD can acquire its own shares by cancellation pursuant to s84 of the CA 2014, which permits a reduction of the LTD's capital by either using the Summary Approval Procedure (SAP) or by special resolution confirmed by order of the High Court.

An LTD may purchase its own shares pursuant to s105(2) of the CA 2014 which requires the acquisition to be funded from either profits available for distribution or the proceeds of a fresh issue of shares.

Any acquisition must be authorised by the constitution, the rights attaching to the shares in question, or a special resolution.

An LTD's capital can be reduced by High Court Order or by SAP, which involves a resolution of the Shareholders and a Directors' Declaration of Solvency. In some instances, the SAP requires a third-party auditor's report.

Any requirements with respect to distributions to shareholders?

A distribution (or dividend) can only be paid if there are profits available for distribution.

The directors will have to ascertain whether there are profits available for distribution by deducting the realised losses from the realised profits of the LTD. This calculation is based on the latest set of audited accounts. They can then decide whether or not to recommend that the LTD pay a distribution to shareholders. The dividend will usually be pro-rata based on the shareholders’ respective shareholdings.

On a winding up, the shareholders can participate in a distribution of any surplus assets of the LTD (subject to any specific share rights).

Can the owners or shareholders adopt a restrictive or governing agreement among themselves such as a Shareholders Agreement?

Yes, the shareholders may enter into a shareholders' agreement to govern their relationship, but it must not conflict with LTD's constitution. This is recommended best practice in Ireland.

Which are the typical annual maintenance costs of maintaining the existence and legal good standing of such an entity (excluding legal fees)?

An LTD must hold an Annual General Meeting of its members (AGM) each year, however, it need not be a physical meeting in the case of a single member LTD.

The Companies (Corporate Governance, Enforcement and Regulatory Provisions) Act 2024 amended the CA 2014 to allow companies to hold general meetings virtually.

The LTD must maintain an address in Ireland which may not be a PO box number. All official correspondence and court documents will be sent/served there.

Adequate accounting records must be kept, and annual returns filed with the Companies Registration Office each year together with the statutory financial statements, a directors' report, a directors' compliance statement (if applicable) and an auditors' report (if applicable).

The directors of an LTD must arrange for the statutory financial statements for the financial year to be audited, except for small or dormant companies which may avail of an audit exemption.

An LTD must also notify the Companies Registration Office on a regular basis of any changes of its composition – e.g. amendments to the constitution, appointment/removal of directors, alteration of share capital etc.

What are the general corporate tax rates? (Specify if there is a national versus local distinction).

12.5% is the corporation tax rate payable by an LTD on its profits which includes income and chargeable gains save that, effective from January 1 2024 under the OECD Pillar Two agreement from 2021 (to which Ireland is a signatory) in scope entities i.e. businesses with revenue in excess of €750 million, will be subject to a minimum effective tax rate of 15%. It is anticipated 99% of companies operating in Ireland are outside the scope of the increased rate, with estimates from Revenue that 1,600 companies in Ireland are affected by the 15% tax.

25% is the corporation tax rate for certain designated activities (except trades) (e.g. working minerals, petroleum activities, dealing in or developing lands etc.).

25% is also the corporation tax rate for certain non-trading income – i.e. interest not taxed at source, foreign income, royalties and other sources of income, investment income, rental income from land and buildings etc.

Summary of any specific matters, e.g. recent or prospective major legal developments

Under the CA 2014, an LTD is conferred unlimited capacity to undertake any business or activity, which eliminates the need for an objects clause and prevents actions of the company being considered 'Ultra Vires'.

LTDs also have the option to dispense with their AGM provided a written resolution is signed by all members entitled to vote at such a meeting, which deals with all matters which would have been dealt with at an AGM.

The European Union (Anti-Money Laundering: Beneficial Ownership of Corporate Entities) Regulations 2019 requires beneficial ownership information to be disclosed on the Central Register of Beneficial Ownership.